Productions, LLC] as a 'work made for hire."' SAC Ex. I § 8. The agreement specified that the

Foundation would be "deemed ... the sole and exclusive owner ... of all rights of every kind or

nature ... including, but not limited to, all copyrights [and] trademarks" in the material. SAC Ex.

I§ 8.

The agreement also contained an arbitration provision. SAC Ex. I § 12(b). Under this

prov1s10n:

Any dispute arising under this Agreement will be first referred for resolution to the
respective designees of [the Foundation] and [IMG Productions, LLC]. To the
extent that the designees of the parties cannot resolve the dispute within five (5)
business days of referral to them, the parties agree to try in good faith to settle the
dispute by non-binding mediation under the Commercial Mediation Rules of the
American Arbitration Association before resorting to arbitration. . . . In the event
a dispute arises under this Agreement which cannot be resolved through mediation,
such dispute will be submitted to arbitration and resolved by a single arbitrator ...
in accordance with the Commercial Arbitration Rules of the American Arbitration
Association then in effect.

SAC Ex. I§ 12(b).

The TV Special was produced in the summer of 2014. SAC ,-i 93. Hosted by professional

chef Cat Cora, the TV Special lasts approximately thirty minutes and features multiple segments.

See SAC ,-r 95. 1 Most relevant to this dispute, the TV Special includes a segment in which Sophia,

a child who aspires to be a Broadway star, is introduced to Constantine Maroulis, an actor known

for his role in the Broadway musical Rock of Ages. See id. Sophia and Maroulis discuss the

1
The TV Special is available at Make a Difference with Loukoumi Television Special, Youtube
(Nov. 7, 2014 ), https://www.youtube.com/watch?feature=youtu.be&v=MAL6ZdH-S_ o&app=desktop.
See SAC if 95.
3
Case 1:16-cv-00135-RA Document 106 Filed 02/27/17 Page 4 of 29

Id. In October 2014, Fox broadcast stations aired the TV Special nationwide. SAC if 8. 2

On July 22, 2015, Plaintiffs presented the TV Special and other pitch materials to

In each episode Newton will step into the lives of two different kids and take them
on a journey that will push them closer to fulfilling their dreams. From decorating
award-winning cakes, to landing a spot on a Broadway stage, kids will be mentored
by experts and supported by Newton as he cheers them on, and participates in the
action, every step of the way.

Id. The show began airing in 2016 under the title All In with Cam Newton. See SAC if 149.

at *5 (S.D.N.Y. Aug. 17, 2012) (finding that arbitrability was delegated to the arbitrator under

Contee, where the agreement incorporated the AAA Rules and there was an undisputed

relationship between the plaintiff and the parent company of a signatory to the arbitration

5
In addition, during the course of this litigation, WME IMG and IMG Productions have conducted
themselves as though they are both subject to the agreement by, for example, stipulating that the two
entities-labeled "together, the 'WME Defendants"'-would "explore the potential for mediation of their
dispute" with Plaintiffs. See Order (Mar. 16, 2016) (ECF No. 25).
18
Case 1:16-cv-00135-RA Document 106 Filed 02/27/17 Page 19 of 29

agreement). 6

IMG also suggests that Katsoris may not assert a right to arbitrate under the agreement

because he did not sign the agreement. Under Contee, however, Katsoris and IMG plainly have a

"sufficient relationship" to refer the question of Katsoris's rights under the work-for-hire

agreement to the arbitrator. Contee, 309 F.3d at 209. Katsoris negotiated the work-for-hire

pitch the idea of a reality television show and traveled with IMG producers to pitch the show to

television networks. See Katsoris Deel. if 10; see also SAC iii! 78-82. Katsoris also visited IMG's

offices to develop marketing materials based on the TV Special, which was produced pursuant to

the work-for-hire agreement. See Katsoris Deel. if 44; SAC if 103. There can also be no question
of Katsoris's relationship to the Foundation: he is the Foundation's founder and president. SAC

iii! 27, 48. Under these circumstances, the Court concludes that, although Katsoris is not a

signatory to the work-for-hire agreement, his relationships to the signatories of the arbitration

agreement and to the rights created under the agreement are sufficient for the arbitrator to decide

the arbitrability of his claims. See Contee, 309 F.3d at 209.

2. Viacom

Plaintiffs argue that Viacom may also be compelled to arbitrate on the basis of the work-

6
Cf JLM Indus., Inc. v. Stolt-Nielsen SA, 387 F.3d 163, 178 (2d Cir. 2004) (finding that non-
signatory parent companies were bound by arbitration agreements signed by their subsidiaries, where the
parent and subsidiary companies had a "close relationship" and where claims against the parent companies
were "undeniably intertwined" with the terms of the agreements containing arbitration provisions); Astra
Oil Co. v. Rover Navigation, Ltd., 344 F.3d 276, 280 (2d Cir. 2003) (holding that a non-signatory company
could be compelled to arbitrate under an agreement entered by a company with the same corporate parent,
where evidence suggested a "close relationship" among the entities and that signatory "treated the [non-
signatory] as if it were a signatory").
19
Case 1:16-cv-00135-RA Document 106 Filed 02/27/17 Page 20 of 29

7
Plaintiffs do not argue that the question of whether Viacom may be bound by the arbitration
agreement is for the arbitrator to decide. To the extent that Plaintiffs do make this argument, the Court
rejects it: as discussed below, Viacom lacks a "sufficient relationship" to the parties and to the rights created
under the work-for-hire agreement to infer that arbitration of the arbitrability of Plaintiffs' claims against
Viacom is appropriate. See Contee, 398 F.3d at 209.
20
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settlement agreement, which permitted certain parties to use the trade name "Deloitte" and which

required those parties to arbitrate their disputes, and proceeded to use the trade name without

objecting to the terms of the agreement. See 9 F.3d at 1062-64. The Second Circuit held by

"knowingly accept[ing] the benefits of the Agreement" and "fail[ing] to object to the Agreement

when it received it," the firm was "estopped from denying its obligation to arbitrate" under the

agreement despite never having signed it. Id. at 1064; see also Am. Bureau ofShipping v. Tencara